Section 1. The elected Officers of this organization shall be a President, President‑Elect, Vice President, Secretary‑Treasurer, Assistant Secretary‑Treasurer, the Speaker of the House of Delegates, and the Vice Speaker of the House of Delegates. The powers, duties, terms of office and the method of election of the Officers shall be set forth in the Bylaws. Officers and Trustees of the Washington Academy of Family Physicians must be members of the organization and reside in or practice in the State of Washington.

Section 2. BOARD OF DIRECTORS

During the interim between the meetings of the House, and subject to the approval of the House of Delegates, the control and administration of this Academy shall be vested in a Board of Directors, composed of six Trustees, one New Physician Trustee, one Resident Trustee, one Resident Alternate Trustee, one Student Trustee, one Student Alternate Trustee, seven regularly elected Officers and the immediate Past President. The New Physician Trustee, The Resident Trustee, and Student Trustee shall be voting members of the Board. The Resident Alternate Trustee and Student Alternate Trustee shall be non-voting members of the Board. A majority of the voting members of the Board shall constitute a quorum.

PAST PRESIDENT. The immediate Past President shall become an ex‑officio member of the Board of Directors for the term of one year immediately following the term as President with full power to vote.

NATIONAL OFFICERS, ETC. Any member of the Washington Academy of Family Physicians while a delegate or alternate delegate to, or an officer of the American Academy of Family Physicians, or a member of a National Commission or Committee and chairperson of each Commission of the Washington Academy of Family Physicians shall be an ex‑officio member of this Board of Directors without power to vote.

NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

Section 1. NOMINATING COMMITTEES.

At the close of each Annual Meeting, the Speaker of the House shall appoint a First Nominating Committee composed of five delegates, alternates, or former state Officers whose duty shall be to present a list of nominees to fill vacancies occurring among the Officers and Trustees of this association and or among the delegates and alternate delegates to the American Academy of Family Physicians whether caused by their normally expiring terms of office or for any other reason, at the next annual meeting of the House of Delegates. The Speaker shall also designate one appointee as chairperson of the First Nominating Committee. (a) At least ninety days before the Annual Meeting the President shall appoint a Second Nominating Committee consisting of five Past Presidents including the immediate Past President who, if available, will serve as chairperson. None of these shall be members of the First Nominating Committee. Their duty shall be to present to the House of Delegates a list of nominees for President‑Elect, Vice President, Secretary‑Treasurer, Assistant Secretary‑Treasurer, Speaker of the House of Delegates, Vice Speaker of the House of Delegates, Trustees other than Resident and Student Trustees, national delegate and national alternate delegate. The slates of nominees by the two nominating committees shall be combined and submitted to all members of the House of Delegates either in writing or by publication in the WAFP Journal at least thirty days prior to the Annual Meeting of the House of  Delegates. Nominations shall also be accepted from the floor of the House of Delegates. At least 30 days before the Annual Meeting the Resident and Student Chapters shall respectively determine a single nominee for each office of Resident Trustee and Resident Alternate Trustee, and Student Trustee and Student Alternate Trustee. This determination shall be made by a method of these Chapters’ own choosing, subject to previous approval of the method by the House of Delegates or Board of Directors. These slates of nominees shall be submitted to the House of Delegates in the same manner as the slates of the Nominating Committees. Election shall be by majority vote of the Delegates present and voting at the Annual Meeting of the House of Delegates. Vote shall be by written ballot, except that when nominations have been declared closed and only a single candidate for that office has been nominated, the presiding officer shall declare that candidate elected. Results shall be certified by the Secretary-Treasurer. Officers, Delegates, Resident Trustee, Student Trustee and regularly elected Trustees will take office at the close of the Annual Meeting at which they are elected, and continue in office for the terms specified in these Bylaws or until their regularly elected successors take office.

Section 2. INTERIM VACANCIES

(a) Interim vacancies in the office of President or President‑Elect shall be filled by the Vice  President provided, however, in the vacancy of the President‑Elect, that at the next Annual Meeting of the House of Delegates each nominating committee shall present a nominee for President, in addition to a nominee for President‑Elect.  (b) Vacancies in all other offices, or among Trustees, the New Physician Trustee, the Resident Trustee, Delegates and Alternates shall be filled by the Board of Directors. Vacancy in the office of Resident Trustee or Student Trustee shall be filled by the respective Alternate Trustee, or by the Board of Directors otherwise. Such interim appointments shall terminate at the close of the next Annual Meeting of the House of Delegates, at which meeting the appropriate nominating committee(s) or Chapters shall present a nominee for the unexpired term, if any.

POWERS, DUTIES AND TERMS OF OFFICE

Section 1. PRESIDENT. The President shall be the chief executive officer of this Academy and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of this Academy. The President shall preside at all meetings of the Board of Directors and of the Assembly. The President shall appoint all standing Commission and Committee chairpersons, subject to the approval of the Board of Directors, and be an ex‑officio member of each. The President shall have such powers and duties as prescribed by these Bylaws or the Board of Directors. The term of office shall be one year or until the regularly elected successor shall take office. 

Section 2. PRESIDENT‑ELECT. The President‑Elect shall have such powers and perform such duties as may be prescribed by the Board of Directors. The President‑Elect shall automatically become President at the close of the next Annual Meeting following his or her election.

Section 3. VICE PRESIDENT. The Vice President shall act as President in the absence of or at the request of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President may be given such other duties as the Board of Directors or President may direct. The term of office shall be one year.

Section 4. SECRETARY‑TREASURER. The Secretary‑Treasurer shall perform the duties which the title of the office ordinarily connotes, give notice of and keep a record of all meetings, enroll and maintain the records of members and be the custodian of all the official documents of the organization, and act as secretary at all meetings of the Board of Directors. The term of office shall be for two years or until the regularly elected successor takes office. The Secretary‑Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Academy, including amounts of its assets, liabilities, receipts, disbursements, gains, losses and surplus. The book of accounts shall at all times be open to inspection by any Director. All monies and other valuables shall be deposited to the credit of the Academy, with such depositories as may be designated by the Board of Directors. The Secretary‑Treasurer shall oversee the funds of the Academy as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all the transactions as Secretary-Treasurer, and of the financial condition of the Academy; and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws. The Executive Director shall be bonded in an amount to be determined by the Board of Directors, at the expense of the Academy.

Section 5. ASSISTANT SECRETARY‑TREASURER. The Assistant Secretary‑Treasurer shall assist the Secretary‑Treasurer in all duties of the office, shall act as secretary to the House of Delegates and to the Assembly and perform such other duties as the Secretary‑Treasurer or Board of Directors may designate. The term of office shall be two years or until the regularly elected successor takes office.

Section 6. SPEAKER OF THE HOUSE. The Speaker of the House of Delegates shall preside over all meetings of the House of Delegates and shall appoint all reference and special committees of the same. The speaker shall not have the power to vote in the House of Delegates as such, except in the case of a tie vote or to create a tie vote. (This right may not be exercised in the case of a written or secret ballot.) The term of office shall be for one year or until the regularly elected successor takes office.

Section 6a. VICE SPEAKER OF THE HOUSE. The Vice Speaker of the House of Delegates shall assist the Speaker of the House of Delegates. This individual shall have a vote in the House of Delegates and shall stand ready to assist the Speaker. The term of ffice shall be for one year or until the regularly elected successor takes office.

Section 7. TRUSTEES, NEW PHYSICIAN TRUSTEE, RESIDENT TRUSTEE AND STUDENT TRUSTEE. It shall be the duty of Trustees, the New Physician Trustee, the Resident Trustee, and

the Student Trustee to attend all meetings of the Board of Directors and serve on Commissions  or Committees to which they may be appointed. They shall have such powers and duties as may be prescribed by these Bylaws, or by the Board of Directors. The six Trustees shall be elected as provided in the Bylaws. Of the six Trustees, no more than one may be from any one component chapter and normally two shall be elected annually for a term of three years. The New Physician Trustee may be from any chapter, shall be within seven years of entering practice at the time of election, and shall be elected for a term of one year, with a limit of three terms in this position. The Resident Trustee and Resident Alternate Trustees shall be Resident Members, nominated by the Resident Chapter and elected at the Annual Meeting for a term of one year. The Student Trustee and Student Alternate Trustee shall be Student Members nominated by the Student Chapter and elected at the Annual Meeting for a term of one year.

Section 8. DELEGATES NATIONAL. In accordance with the Bylaws of the American Academy of Family Physicians, the House of Delegates of the Washington Academy of Family Physicians shall normally elect one delegate and one alternate delegate annually for a term of two years to represent this constituent state chapter in and at the Congress of Delegates of the American Academy of Family Physicians. A delegate to the American Academy of Family Physicians may be elected to that office for three consecutive two-year terms, unless during the third two-year term the delegate files a letter with the President of the Washington Academy of Family Physicians indicating the delegate’s intent to run for national AAFP office. In that circumstance the AAFP delegate’s term the alternate in line behind the delegate would be extended for a fourth term. The senior delegate shall be responsible for reporting to the WAFP Board of Directors following the AAFP Annual Meeting an assessment of WAFP Delegate participation in national offices.

The WAFP Board of Directors will appoint a nominating committee to interview potential WAFP candidates for the AAFP Board of Directors. That nominating committee will present its recommendation(s) to the WAFP Board which will then decide whether to make a nomination. In the event there is more than one candidate, the WAFP Board of Directors will utilize the recommendation from the nominating committee to determine who will become the WAFP candidate and for what year.

Section 9. EXECUTIVE DIRECTOR. The Board of Directors may appoint an Executive Director whose duties, salary and term of office shall be determined by the Board of Directors.

The Executive Director shall be bonded in an amount fixed by the Board of Directors, at the expense of the Academy.

Section 10. TERMS OF OFFICERS AND DIRECTORS. Officers and Directors shall be limited to no more than six consecutive years in any one office.

Section 11. REMOVAL OF OFFICERS. No action may be taken to remove any elected Officer or Trustee of the Washington Academy of Family Physicians from office except upon the written petition of five voting members of the Board of Directors. The petition shall be delivered to the Secretary-Treasurer of the Board of Directors and shall state the causes for which the removal is sought. Within five days of receipt of such petition, the Secretary-Treasurer shall send to each elected Officer and Trustee by certified mail, return receipt requested, a copy of the petition and the time and place of the next Board meeting at which the charges will be considered and decision rendered. The date for this meeting shall not be less than ten nor more than fifteen days after the date on which a copy of the petition was mailed to the officers and trustees. The person whose removal is being sought may answer the petition in writing at any time prior to the meeting of the Board of Directors but need not do so. Failure to answer shall not be an admission of truth of the charges or a waiver of the right to a hearing. The accused shall be afforded every opportunity to be heard at the Board meeting at which the petition is considered and may be represented by counsel. An elected Officer or Trustee may be removed from office for cause, but only by a two‑third vote of the total remaining voting members of the Board of Directors, other than the accused. Any vacancy which may occur as a result of such removal from office shall be filled in the same manner as any other vacancy.